Exhibit
4.3


FORM OF CERTIFICATE


REGISTERED


No.          


UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


TRANSFERS
OF THIS CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND
TRANSFERS OF PORTIONS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 3.05 OF THE
PASS THROUGH TRUST AGREEMENT REFERRED TO HEREIN.


BY ITS ACQUISITION HEREOF, THE HOLDER
REPRESENTS THAT (A) NO PLAN ASSETS HAVE BEEN USED TO PURCHASE THIS
CERTIFICATE OR AN INTEREST HEREIN OR (B) THE PURCHASE AND HOLDING OF THIS
CERTIFICATE OR AN INTEREST HEREIN IS EXEMPT FROM THE PROHIBITED TRANSACTION
RESTRICTIONS OF ERISA AND THE CODE PURSUANT TO ONE OR MORE PROHIBITED
TRANSACTION STATUTORY OR ADMINISTRATIVE EXEMPTIONS.  THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING
THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION
OF THE FOREGOING RESTRICTIONS.


 


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GLOBAL CERTIFICATE


JETBLUE AIRWAYS PASS THROUGH TRUST, SERIES 2004-1C-O


JetBlue Airways


Pass Through Certificate,


Series 2004-1C-O


Final Legal Distribution
Date: 
            
   , 20   


evidencing
a fractional undivided interest in a trust, the property of which includes
certain equipment notes each secured by an Aircraft owned by JetBlue Airways
Corporation.


having
a face amount of
$[            ]
representing [      ]% of the Trust per $1,000
face amount


THIS
CERTIFIES THAT
                     ,
for value received, is the registered owner of a Fractional Undivided Interest
having a face amount of
$               
(               
dollars) in the JetBlue Airways Pass Through Trust, Series 2004-1C-O (the “Trust”) created pursuant to a Pass Through
Trust Agreement, dated as of March 24, 2004 (the “Agreement”), between Wilmington Trust
Company (the “Trustee”) and
JetBlue Airways Corporation, a corporation incorporated under Delaware law (the
“Company”), a summary of certain
of the pertinent provisions of which is set forth below.  To the extent not otherwise defined herein,
the capitalized terms used herein have the meanings assigned to them in the
Agreement.  This Certificate is one of
the duly authorized Certificates designated as JetBlue Airways Pass Through
Certificates, Series 2004-1C-O” (herein called the “Certificates”).  This
Certificate is issued under and is subject to the terms, provisions, and
conditions of the Agreement.  By virtue
of its acceptance hereof the Certificateholder of this Certificate assents to
and agrees to be bound by the provisions of the Agreement and the Intercreditor
Agreement.  The property of the Trust
includes an interest in certain Equipment Notes and all rights of the Trust to
receive payments under the Intercreditor Agreement and any Liquidity Facility
(the “Trust Property”).  Each issue of the Equipment Notes is secured
by, among other things, a security interest in the Aircraft owned by the
Company.


The Certificates
represent fractional undivided interests in the Trust and the Trust Property,
and have no rights, benefits or interest in respect of any assets or property
other than the Trust Property.


Subject to and in
accordance with the terms of the Agreement and the Intercreditor Agreement,
from and to the extent of funds then available to the Trustee, there will be
distributed on each (i) March 15, June 15, September 15, and December 15
and (ii) in the case of any payment of principal or interest on, or with
respect to, any Equipment Note received by the Subordination Agent after the
date on which such payment is scheduled to be made, but within ten Business
Days of such scheduled payment date, the date of receipt of such payment by the
Trustee if received by noon and if later, the next Business Day (each a “Regular Distribution Date”), commencing on
June 15, 2004, to the Person in whose name this Certificate is registered
at the close of business on the Record Date immediately preceding the Regular
Distribution 


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Date, an amount in
respect of the Scheduled Payments due on such Regular Distribution Date on the
Equipment Notes, the receipt of which has been confirmed by the Trustee, equal
to the product of the percentage interest in the Trust evidenced by this
Certificate and an amount equal to the sum of such Scheduled Payments.  Subject to and in accordance with the terms
of the Agreement and the Intercreditor Agreement, in the event that Special
Payments on the Equipment Notes are received by the Trustee, from funds then
available to the Trustee, there shall be distributed on the applicable Special
Distribution Date, to the Person in whose name this Certificate is registered
at the close of business on the 15th day preceding the Special Distribution
Date, an amount in respect of such Special Payments on the Equipment Notes, the
receipt of which has been confirmed by the Trustee, equal to the product of the
percentage interest in the Trust evidenced by this Certificate and an amount
equal to the sum of such Special Payments so received.  If a Regular Distribution Date or Special
Distribution Date is not a Business Day, distribution shall be made on the
immediately following Business Day with the same force and effect as if made on
such Regular Distribution Date or Special Distribution Date and no interest
shall accrue during the intervening period. 
The Trustee shall mail notice of each Special Payment and the Special
Distribution Date therefor to the Certificateholder of this Certificate.


The Certificates do not
represent a direct obligation of, or an obligation guaranteed by, or an
interest in, the Company or the Trustee or any of their affiliates.  The Certificates are limited in right or
payment, all as more specifically set forth on the face hereof and in the
Agreement.  All payments or
distributions made to Certificateholders under the Agreement shall be made only
from the Trust Property and only to the extent that the Trustee shall have
sufficient income or proceeds from the Trust Property to make such payments in
accordance with the terms of the Agreement. 
Each Certificateholder of this Certificate, by its acceptance hereof,
agrees that it will look solely to the income and proceeds from the Trust
Property to the extent available for distribution to such Certificateholder as
provided in the Agreement.  This
Certificate does not purport to summarize the Agreement and reference is made
to the Agreement for information with respect to the interests, rights,
benefits, obligations, proceeds, and duties evidenced hereby.  A copy of the Agreement may be examined during
normal business hours at the principal office of the Trustee, and at such other
places, if any, designated by the Trustee, by any Certificateholder upon
request.


The Agreement permits,
with certain exceptions therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of the
Certificateholders under the Agreement at any time by the Company and the
Trustee with the consent of the Certificateholders holding Certificates
evidencing Fractional Undivided Interests aggregating not less than a majority
in interest in the Trust.  Any such
consent by the Certificateholder of this Certificate shall be conclusive and
binding on such Certificateholder and upon all future Certificateholders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent is
made upon this Certificate.  The
Agreement also permits the amendment thereof, in certain limited circumstances,
without the consent of the Certificateholders of any of the Certificates.


As provided in the
Agreement and subject to certain limitations therein set forth, the transfer of
this Certificate is registrable in the Register upon surrender of this
Certificate for 


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registration of
transfer at the offices or agencies maintained by the Trustee in its capacity
as Registrar, or by any successor Registrar, in the Borough of Manhattan, the
City of New York, duly endorsed or accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Registrar duly executed by
the Certificateholder hereof or such Certificateholder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of authorized
denominations evidencing the same aggregate Fractional Undivided Interest in
the Trust will be issued to the designated transferee or transferees.


Except as otherwise
provided in the Agreement and notwithstanding the above, the final distribution
on this Certificate will be made after notice mailed by the Trustee of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency of the Trustee specified in such notice.


Under certain
circumstances set forth in Section 11.01 of the Agreement, all of the
Trustee’s right, title and interest to the Trust Property may be assigned,
transferred and delivered to the Related Trustee of the Related Trust pursuant
to the Assignment and Assumption Agreement. 
Upon the effectiveness of such Assignment and Assumption Agreement (the
“Transfer”), the Trust shall be
terminated, the Certificateholders shall receive beneficial interests in the
Related Trust in exchange for their interests in the Trust equal to their
respective beneficial interests in the Trust, the Certificates representing
Fractional Undivided Interests in the Trust shall be deemed for all purposes of
the Agreement and the Related Pass Through Trust Agreement to be certificates
representing the same fractional undivided interests in the Related Trust and
its trust property.  Each
Certificateholder, by its acceptance of this Certificate or a beneficial
interest herein, agrees to be bound by the Assignment and Assumption Agreement
and subject to the terms of the Related Pass Through Trust Agreement as a
certificateholder thereunder.  From and
after the Transfer, unless and to the extent the context otherwise requires,
references herein to the Trust, the Agreement and the Trustee shall constitute
references to the Related Trust, the Related Pass Through Trust Agreement and
trustee of the Related Trust, respectively.


The Certificates are
issuable only as registered Certificates without coupons in minimum
denominations of $1,000 Fractional Undivided Interest and integral multiples of
$1,000 in excess thereof except that one Certificate may be in a different
denomination.  As provided in the
Agreement and subject to certain limitations therein set forth, the
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same aggregate Fractional Undivided Interest in the Trust, as
requested by the Certificateholder surrendering the same.


No service charge will be
made for any such registration of transfer or exchange, but the Trustee shall
require payment by the Holder of a sum sufficient to cover any tax or
governmental charge payable in connection therewith.


The Trustee, the
Registrar, and any agent of the Trustee or the Registrar may treat the person
in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Trustee, the Registrar, nor any such agent shall be
affected by any notice to the contrary.


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The obligations and
responsibilities created by the Agreement and the Trust created thereby shall
terminate upon the distribution to Certificateholders of all amounts required
to be distributed to them pursuant to the Agreement and the disposition of all
property held as part of the Trust Property.


UNTIL THE TRANSFER, THE
AGREEMENT AND THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF DELAWARE AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS, FROM
AND AFTER THE TRANSFER, THE AGREEMENT AND THIS CERTIFICATE SHALL BE GOVERNED
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS.


Unless the certificate of
authentication hereon has been executed by the Trustee, by manual signature,
this Certificate shall not be entitled to any benefit under the Agreement or be
valid for any purpose.


 


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IN WITNESS
WHEREOF, the
Trustee has caused this Certificate to be duly executed.


Dated:                  ,
2004


	
  JETBLUE
  AIRWAYS PASS THROUGH 

  
	
  TRUST,
  SERIES 2004-1C-O

  
	
   

  
	
  By:  WILMINGTON
  TRUST COMPANY, not 

  
	
  in its individual capacity
  but solely as Trustee

  
	
   

  
	
  By:

  	
   

  
	
  Name:

  
	
  Title:

  



 


 


 


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[FORM OF THE TRUSTEE’S
CERTIFICATE OF AUTHENTICATION]


This is one of the Certificates referred


to in the within-mentioned
Agreement.


	
  WILMINGTON
  TRUST COMPANY, not

  
	
   in its individual capacity but solely as Trustee

  
	
   

  
	
  By:

  	
   

  
	
  Authorized Officer

  



 


 


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FORM OF TRANSFER NOTICE


FOR
VALUE RECEIVED
the undersigned registered holder hereby sell(s), assign(s) and transfer(s)
unto


Insert
Taxpayer Identification No.


_______________


_______________


please
print or typewrite name and address including zip code of assignee


_______________


the
within Certificate and all rights thereunder, hereby irrevocably constituting
and appointing


_______________


attorney
to transfer said Certificate on the books of the Trustee with full power of
substitution in the premises.


	
  Date:

  	
   

  	
  [Name of Transferor] 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NOTE:  The signature must correspond with the
  name as written upon the face of the within-mentioned instrument in every
  particular, without alteration or any change whatsoever.

  
	
   

  	
   

  	
   

  
	
  Signature Guarantee:

  	
   

  	
   

  	
   

  
				



 


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